How to Dissolve an LLC in Michigan: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve a Michigan LLC by winding up the business, filing final tax returns, and filing a Certificate of Dissolution (Form CSCL/CD-731) with LARA's Corporations Division for a $10 fee. Michigan does not require a tax clearance certificate to dissolve an LLC, but you must settle taxes with the Department of Treasury and bring the LLC current on its annual statements first.

Quick Answer

Form: Certificate of Dissolution, Form CSCL/CD-731
Filing fee: $10, to Michigan LARA (Corporations Division)
Agency: Corporations, Securities & Commercial Licensing Bureau (CSCL), LARA
Tax clearance: Not required to dissolve an LLC; file final returns and pay taxes
Governing law: Michigan LLC Act, MCL 450.4801–450.4808
Before filing: Bring overdue annual statements current ($25 each)

Overview: What Dissolving a Michigan LLC Means

Dissolving a Michigan LLC is a two-track process: an internal wind-up (voting to close, paying creditors, distributing assets) and an external filing (the Certificate of Dissolution with the state). The Michigan Limited Liability Company Act governs both, with the dissolution and winding-up provisions at MCL 450.4801 through 450.4808. Filing the Certificate of Dissolution (Form CSCL/CD-731) for $10 is the act that ends the LLC's legal existence, but you should complete the wind-up and settle taxes first, because the LLC continues only for the purpose of winding up after dissolution. Skipping the formal filing leaves the company on the record, still accruing annual-statement duties. For the national overview, see how to dissolve an LLC.

Step 1: Approve the Dissolution

First, the members must decide to dissolve. Check your operating agreement for the required vote - many agreements specify a percentage or unanimous approval to dissolve. If the agreement is silent, the Michigan LLC Act's default rules govern. An LLC may also dissolve on an event stated in its Articles of Organization or operating agreement, or by other events listed in MCL 450.4801. Record the decision in a written consent or meeting minutes and note the effective date; you will keep this in your company records rather than filing it with the state. Documenting the vote and its effective date now avoids questions later about exactly when the winding-up authority began and who approved the decision to close the company.

Step 2: Wind Up the Business

After the members approve dissolution, the LLC enters winding up (MCL 450.4805). During this period the company stops taking on new business and instead:

Collects accounts receivable and other money owed to the LLC;
Sells or distributes remaining assets;
Pays or makes provision for known creditors and liabilities;
Distributes any remaining assets to members according to the operating agreement, or, if it is silent, per the Michigan LLC Act's distribution rules; and
Terminates contracts, leases, and other ongoing obligations.

Creditors are paid before members receive anything. Distributing assets to members while debts remain unpaid can expose members to clawback claims, so complete this step carefully. A resident agent should stay in place until the LLC is fully dissolved so that any legal notices during wind-up are received. The winding-up period has no fixed statutory length - it lasts as long as it reasonably takes to finish the company's affairs - but the LLC's authority during this window is limited to acts that close out the business, not new ventures. If disputes arise among members about how to wind up, the operating agreement's dispute provisions (or, absent them, the Michigan LLC Act) control.

Handling Creditors and Known Claims

A central part of winding up is dealing with the LLC's debts. Before members take any final distribution, the company should identify and pay - or set aside funds for - all known liabilities: outstanding invoices, loans, leases, payroll, and taxes. Prudent LLCs give written notice to known creditors that the company is dissolving, stating a deadline and address for submitting claims, so that liabilities can be resolved before the entity closes. Providing for known claims protects members: if assets are distributed while debts remain unpaid, a creditor may pursue the members who received distributions, up to the amount they got. Where the LLC's assets are not enough to cover all obligations, the members should get professional advice on priority of payment and, in insolvency, whether a formal proceeding is appropriate. Keep documentation of every payment and claim resolution with your dissolution records.

Step 3: Settle Michigan and Federal Taxes

Before you file the Certificate of Dissolution, close out your tax accounts. File your final federal return - a single-member LLC reports on the owner's return, while a multi-member LLC files a final Form 1065 partnership return - and check the "final return" box. File any final Michigan returns with the Department of Treasury, including sales/use and withholding accounts if you had them, and close those accounts. Michigan does not require a tax clearance certificate to dissolve an LLC (unlike the older corporate rule), but you remain liable for unpaid taxes, so settle balances first. If you want written confirmation, you can request a tax clearance from Treasury using Form 5156. See business tax and, if you elected it, wind down your S-corporation payroll and file final employment returns. Cancel any licenses and permits tied to the business.

Step 4: File the Certificate of Dissolution (Form CSCL/CD-731)

File the Certificate of Dissolution, Form CSCL/CD-731, with LARA's Corporations Division and pay the $10 filing fee. You can file online through the Corporations Online Filing System (COFS) or by mail. The certificate asks for the LLC's exact name, its identification number, and the statutory basis for dissolution. Your LLC must generally be in good standing to dissolve, which means any overdue annual statements (Form CSCL/CD-2700, $25 each) must be filed. Once LARA accepts the certificate, the LLC is dissolved and continues only to finish winding up its affairs.

Double-check the LLC's name on the certificate against the exact name in the state's records - a mismatch is a common reason filings are rejected. If the certificate is filed by mail, allow standard processing time; online filing through COFS is generally faster, and expedited service is available from LARA for an additional fee if you need quicker handling. After the certificate is accepted, LARA updates the entity's status to dissolved, and you can request a certified copy or a certificate of dissolution for your records or for third parties such as banks and licensing agencies that want proof the company is closed.

Item	Form	Fee (2026)	Agency
Certificate of Dissolution	Form CSCL/CD-731	$10	LARA / CSCL
Overdue annual statement (each year)	Form CSCL/CD-2700	$25	LARA / CSCL
Request for Tax Clearance (optional)	Form 5156	No fee	MI Treasury
Final partnership return (multi-member)	IRS Form 1065	No filing fee	IRS

Step 5: Close Accounts and Keep Records

After dissolution, finish the housekeeping: close the LLC's business bank accounts, cancel local and professional licenses, notify vendors and customers, and close your IRS employer/EIN account by writing to the IRS if you no longer need the EIN. Keep the LLC's financial and tax records for the retention periods required by the IRS and Michigan - generally several years - in case of audit or a later claim. Retaining the dissolution certificate and final returns protects members if questions arise after the company is gone. If the LLC held a Michigan sales-tax license, registered as an employer, or carried professional or local permits, cancel each with the issuing agency so that no further filing obligations or fees accrue against a business that no longer operates. Notify insurers, landlords, and any parties to ongoing contracts that the entity has dissolved.

Why Formal Dissolution Matters

Simply walking away from a Michigan LLC does not end its obligations. An abandoned LLC stays on the record and keeps accruing annual-statement duties until LARA administratively dissolves it for non-filing, and an administratively dissolved LLC can still be exposed to claims and may leave members dealing with loose ends. Filing the Certificate of Dissolution and completing the wind-up cuts off future obligations, formally distributes assets, and gives members a clean end date. If circumstances change, an administratively dissolved LLC can often be reinstated by filing a Certificate of Restoration and curing the defaults, but a voluntary dissolution is meant to be final.

Frequently Asked Questions

What form dissolves a Michigan LLC?

The Certificate of Dissolution, Form CSCL/CD-731, filed with the Corporations Division at LARA. The fee is $10, and the LLC is dissolved once LARA accepts it.

How much does it cost to dissolve an LLC in Michigan?

The state fee for Form CSCL/CD-731 is $10. You may also owe overdue annual statements ($25 each) and any unpaid taxes to bring the LLC current before dissolving.

Do I need a tax clearance to dissolve a Michigan LLC?

No. Michigan does not require a tax clearance certificate to dissolve an LLC. You must still file final returns and pay outstanding taxes. You may request a clearance from Treasury using Form 5156 for your own confirmation.

What happens if I just stop filing instead of dissolving?

The LLC stays on the record and keeps accruing annual-statement obligations until LARA administratively dissolves it. Formal dissolution ends those obligations and protects members.

Can a Michigan LLC be reinstated after dissolution?

An administratively dissolved LLC can generally be reinstated by filing a Certificate of Restoration, curing the defaults, and paying the fees. Voluntary dissolution is intended to be permanent.

How to dissolve an LLC (cluster hub)
Michigan operating agreement
Michigan resident agent
Michigan annual report/statement
How much does a Michigan LLC cost?
How to dissolve an LLC in California (sibling)
How to dissolve an LLC in Florida (sibling)
Business tax basics

Sources

Michigan LLC Act - MCL 450.4801, Events causing dissolution.
Michigan LLC Act - MCL 450.4805, Winding up affairs.
Michigan LLC Act - MCL 450.4806, Distribution of assets on winding up.
Michigan LLC Act - MCL 450.4808, Certificate of dissolution.
Michigan LARA - Limited Liability Company (CSCL) (Certificate of Dissolution, Form CSCL/CD-731, $10).
Michigan LARA - Corporations, Securities & Commercial Licensing Bureau.
Michigan LARA - LLC Annual Statements (Form CSCL/CD-2700, $25).
Michigan LARA - Corporations Online Filing System (COFS).
Michigan Department of Treasury - Business Taxes (final returns; Form 5156 tax clearance).
Michigan Department of Treasury - Department of Treasury.
IRS - Closing a Business (final returns, closing the EIN account).
IRS - Limited Liability Company (LLC) (federal classification).
Cornell Legal Information Institute - Dissolution (Wex).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with Michigan LARA and the Michigan Department of Treasury before acting.